SCOTTSDALE, Ariz. -Louis Holmes never planned on growing up so quickly.

Holmes, the nation's top junior college player in the country, landed at Scottsdale (Ariz.) City College after a series of events that forced him to become an adult a lot sooner than most people his age.

Holmes left home in Memphis, Tenn., after his junior year in high school and ended up in Fort Lauderdale, Fla., where he was heavily recruited at Dillard High School. He said the move away from his family was a "necessary one" and the transition was anything but smooth.

When he arrived at Dillard, classes he got As and Bs in back in Memphis turned into Cs and Ds because of tougher academic standards. He went through the recruiting process and eventually picked Ohio State, but he was never able to overcome the transfer and missed qualifying by a mere 30 points on the SAT.

Life had suddenly delivered Holmes a difficult blow. Here he was away from his family, 17-years old and unsure of what he was going to do next.

That's when he turned to Ohio State, the school that he picked over offers from other programs like Tennessee and Toledo. Ohio State sent Holmes to Brighton (Maine) Academy in 2004 to get his academics in order and eventually head to Columbus. But unfortunately life landed another setback when Bill Conley, the coach that recruited him for the Buckeyes, left Ohio State.

"I was stuck out there," Holmes said. "I had some schools come and ask me if I wanted to Prop 48, but I decided not to. I sort of put all my eggs in one basket with Ohio State, and that didn't work out.

"At first I was rather bitter at Ohio State. But now it's better, because I have better schools pursuing me. Ohio State has been going through problems with the program, so it's kind of good that things worked out this way. But I had to start all over again at square one, and I didn't know where to turn to next."

Holmes looked for some guidance and found some when his god brother hooked up him up with Chad Ikei in Scottsdale, Ariz. Ikei is the director of sports performance at Power Train, a center that trains professional athletes from the NHL, NFL and Major League Baseball. Holmes came out to Arizona to work with Ikei, get in better physical shape and think about his future.

He ended up liking Ikei and Arizona so much he decided to stay, picking Scottsdale City College because of its proximity to his trainer. After getting some good guidance from Ikei, Holmes feels like he's finally turned the corner and can start to think positively about his future.

He had officially grown up.

"I've been away from home since I was 16, so I had to change things and pay for my mistakes," Holmes said. "I don't regret it all because everything that I've asked for is coming now. I asked for it at first and it wasn't meant to be, but it's coming now. I'm just waiting till my time comes. I don't want to rush it, but now I can for the first time clearly see what my future will look like."

And that future looks bright.

Holmes is a dominating defender that is used in a number of different ways by Scottsdale. He lines up at defensive end, nose guard, linebacker, and there is even a short yardage package that features the 6-foot-5 ½ and 280-pound five-star prospect.

"In some years there could be a debate as to who the top junior college player in the nation is, but there is no debate," one SEC coach said. "Louis Holmes is it. He's the real deal. He is about as close to a can't-miss juco prospect as we've seen in the past five years."

Holmes said he's been motivated by the tough times and also by some critics that questioned how good he really was in high school.

"Coming out of high school people questioned my game and said that I wasn't fully developed," Holmes said. "They said my body wasn't fully mature. But if I would have gone there (Ohio State), I would have matured, and I would have filled out pretty quick. I think they second-guessed me and took me to task.

"I don't want anybody to second guess me any more. That's my motivation ever since my incident with Ohio State. I'm just showing everybody that it's been in me the whole time."

It definitely is in him now. Holmes is chiseled and ripped up with muscles in places that most people don't even know there could be. Walking across the Scottsdale City College campus, it's easy to spot Holmes a mile away.

But it's not because he has a big head. Holmes said the whole experience of going from Tennessee, to Florida, to Maine and to Arizona has humbled him quite a bit.

"I got to see both sides," Holmes said. "I got to be around people and families that were dirt poor. I got to be around people that were really upscale. I got to be in a lot of different environments. I think it changed me in a good way.

"I got a second chance, I don't know, it's a motivation. It helped me believe that I needed to get to where I belong. I know I should be playing on Saturday mornings, but now I'm just trying to get it done."

Getting it done and getting out of Scottsdale to his final destination has been one of the biggest things driving Holmes the past few months. With scholarship offers and coaches coming at him from all over the nation, Holmes is preparing to finally land at a Division I program.

"I'm excited about putting some roots down," Holmes said. "I'm just ready to get there. Right now, the way I play at junior college I know there is more in me. Waking in and playing for 100,000 people and being around some place that has a lot of tradition that just motivates you even more. So I know when I move on people will get a chance to see the best of me."

Where that place will be is the million dollar question.

You can't blame Holmes for being a little wary of college coaches after the experience he had coming out of high school. He said he's learned to tell whether or not he's been talked to honestly by the coaches or when they're playing games with him. Holmes vows you're not going to get anything by him the second time around.

"I've grown up a lot now," he said. "I know the difference between BS and what the truth is. Coming out of high school, I really didn't know. It was all so brand new to me. Some times I have big schools call me, but since they talk so much noise, I don't even answer the phone anymore because they weren't honest with me.

"My approach is that I'm just going to focus on myself and my future. I'm not going to be worried about hurting this coach's feelings. I really don't worry about coaches. I know it's their job. One minute they're your best friend and then the next they're not at that school anymore.

"It all goes back to the situation at Ohio State. It was like 'where did he go?' It's just different now that I've been through it already once. You have to be careful about having feelings toward coaches. I'm just really looking out for my own interests and try to get in and get out."

Out with a degree and on to the NFL is what Holmes dreams about.

"Academics are important," Holmes said. "I want to have a good job after football. Out of high school it wasn't about getting a degree. You don't understand what's important. You didn't know how important it is to get that degree. Getting that degree and playing in the NFL, those are my dreams.

"Yeah, I got everybody coming at me - different coaches, agents and all kinds of stuff. I knew it was going to happen, but I kept wondering when. I know what keeps me grounded is that I know what it's like to get overlooked. I know what it feels like to be one of those kids that gets overlooked and taken for granted. That keeps me humble.

"I feel like if I ever get cocky this will all go away. I just try to stay grounded and keep hoping the dream won't ever end."

That leads Holmes back to having to make the decision as to where he'll carry that dream out at. He's already taken an official visit to USC and visited LSU this past summer unofficially and plans to go back in late November.

"I took an unofficial visit to LSU back in the summer," Holmes said. "I liked it. I liked it a lot. I liked Karl Dunbar a lot. He's got that NFL experience. Me and him, we've got a good relationship. I like coach Les Miles, too. He's a pretty good guy. I'm going to be going back on an official visit. They wanted me to come this weekend, but we had a game."

The Trojans are loaded with quality defensive players, but Holmes said that's not a concern to him at all. He came away really impressed with his time in Los Angeles and he liked what he saw from the two-time defending national champions.

"I had to chance to see how USC prepares for a game," Holmes said. "It was different than anything else I've ever seen before. I was just in awe from all those coaches and players. They really stick together. I'm not saying I want to be part of the USC team, and I'm not saying that I don't, but I want to be a part of something that's similar to that at USC. I want to be around something special.

"I don't mind playing around all good players. I like to compete. Great players want to be around other great players - that's true."

Holmes, who should be able to graduate at semester and enroll for spring practices, said he plans to take all five visits this time around. He took only three visits back in high school. He's got teams from all over the nation fighting hard for those last three visits. Arizona, Florida, Oklahoma, Tennessee, UCLA, you name them, they're on him.

"I'm just being selective to where I'm putting all my eggs at this time," Holmes said.

"I might go down to Florida and Gainesville for a trip. They didn't recruit me much about of high school, but when I was in prep school they did. Bill Miller was recruiting me out of prep school. I don't know much about Florida really at this point.

"I've been to Arizona a lot, but it'd be kind of tough to go there. When I came here they had won like three games in three years, and it was kind of hard. I helped change it around and really felt like I did something special, but I don't know if I can put a whole school on my back and help turn another team around again. It'd be a lot of pressure on me to do something like that."

Holmes said the relationship he builds with the coaches he can trust will be a key for him when it comes time to make the final pick.

"I need to have a good relationship with the d-line coach, so it's not about the school and all that stuff," he said. "I want to be with a good d-line coach that I have a good relationship with. So I'm not really high on a school name, the colors, conferences, how many Heismans they've won. I don't care about all that stuff.

"It's the other stuff. After what happened at Ohio State, I have to be with a coach that I can trust."

Fortunately for Holmes, he's matured tremendously and he's got his brother, William Holmes, in his life again to help him sort through the decision. William is a combo guard in basketball and is expected to move with him to where ever Holmes ends up at and enroll at a local junior college.

"He knows me," Holmes said.

"A lot of people don't know me. He knows me better than anybody else does. It's just good because we've made our own personal goals. We want to follow through and make sure our dreams come true."

Two years ago, those dreams appeared to be shattered for Holmes. But he was forced to grow up quickly, and his hard work and determination turned what could have been another sad story into something that movie scripts are written about.

"I feel like if I ever get cocky this will all go away," he said. "I just try to stay grounded, mature, do the right thing and keep hoping the dream won't ever end."